Citigroup Inc DEF 14A, filed Mar 19, 2024

Citigroup Inc (C)

DEF 14A 2024-03-19 For: 2024-04-30

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Added on June 12, 2026

About this DEF 14A

Citigroup Inc filed this DEF 14A on March 19, 2024.

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Ellen M. Costello	Duncan P. Hennes	Diana L. Taylor
Grace E. Dailey	Peter B. Henry	James S. Turley
Barbara J. Desoer	S. Leslie Ireland	Casper W. von Koskull
John C. Dugan	Renée J. James
Jane N. Fraser	Gary M. Reiner

PROXY STATEMENT HIGHLIGHTS	10
ENVIRONMENTAL AND SOCIAL HIGHLIGHTS	13
EXECUTIVE COMPENSATION AND HUMAN CAPITAL RESOURCES AND MANAGEMENT HIGHLIGHTS	16
CORPORATE GOVERNANCE	21
Corporate Governance Materials Available on Citi’s Website	22
Annual Report	22
Corporate Governance Guidelines	22
Director Independence	25
Meetings of the Board of Directors and Committees	28
Meetings of Non-Management Directors	28
Board Leadership Structure	28
Board Diversity	29
Director Education Program	29
Board Self-Assessment Process	30
Board’s Role in Risk Oversight	30
Committees of the Board of Directors	33
Involvement in Certain Legal Proceedings	38
Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation	38
Indebtedness	40
Citi’s Hedging Policies	40
Reputation Risk Committee	41
Ethics, Conduct and Culture	41
Code of Ethics for Financial Professionals	42
Ethics Hotline	43
Code of Conduct	43
Communications with the Board	43

STOCK OWNERSHIP	44
PROPOSAL 1: ELECTION OF DIRECTORS	46
Director Criteria and Nomination Process	46
Director Qualifications	47
The Nominees	51
Directors’ Compensation	64
AUDIT COMMITTEE REPORT	68
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	69
PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2023 EXECUTIVE COMPENSATION	71
Compensation Discussion and Analysis	71
The Compensation, Performance Management and Culture Committee Report	103
2023 Summary Compensation Table and Compensation Information	104
Additional Compensation Disclosures	114
PROPOSAL 4: APPROVAL OF ADDITIONAL SHARES FOR, AND A TERM EXTENSION AND RESTATEMENT OF, THE CITIGROUP 2019 STOCK INCENTIVE PLAN	115
STOCKHOLDER PROPOSALS	125
Submission of Future Stockholder Proposals	139
Cost of Annual Meeting and Proxy Solicitation	139
Householding	139
ABOUT THE 2024 ANNUAL MEETING	140
ANNEX A	146
Additional Information Regarding Proposal 3	146
Citigroup – Quantitative Scorecard Metric Details and Reconciliations	147
ANNEX B	151
Citigroup 2019 Stock Incentive Plan	151

	Voting Items
	Proposal 1: Election of Directors (Pages 46–67) The Board recommends you vote FOR each nominee
	Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm (Pages 69–70) The Board recommends you vote FOR this proposal
	Proposal 3: Advisory Vote to Approve Our 2023 Executive Compensation (Pages 71–114) The Board recommends you vote FOR this proposal
	Proposal 4: Approval of Additional Shares for, and a Term Extension and Restatement of, the Citigroup 2019 Stock Incentive Plan (Pages 115–124) The Board recommends you vote FOR this proposal
	Stockholder Proposals 5-10 (Pages 125–138) The Board recommends you vote AGAINST each of the stockholder proposals

Meeting and Voting Information (For additional information, please see About the 2024 Annual Meeting starting on page 140.)
		Date and Time April 30, 2024, 9:00 a.m. E.T.

		Record Date March 4, 2024

		Voting Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each Director nominee and one vote for each of the other proposals to be voted on.

		Admission Procedures Please register to attend Citi’s 2024 Annual Meeting. Please go to the “Register for Meeting” link at www.proxyvote.com to register for the virtual meeting. Go to www.virtualshareholder meeting.com/CITI2024 to attend the virtual meeting. Please remember to submit your 16-digit control number on your proxy card or voting instruction form as well as your first and last name and your email address.

Board and Corporate Governance Highlights Citi’s Board of Directors The members of the Board of Directors each have the qualifications and experience to guide Citi’s strategy and oversee management’s execution of that strategic vision. Citi’s Board of Directors consists of individuals with the skills and backgrounds necessary to oversee Citi’s efforts on delivering sustainable, client-led revenue growth while operating within a complex financial and regulatory environment.
Independence		92% of our Board Nominees are Independent.
Board Refreshment		The average board tenure of our nominees is 7.8 years and four nominees have served for more than 10 years. There have been 2 new Directors elected within the last 5 years.
Diversity		Citi’s Board is committed to ensuring that it is composed of individuals whose backgrounds reflect the diversity represented by our employees, customers, stockholders, and stakeholders. Based on the voluntary self-identification of gender, race, ethnicity, sexual orientation, disability, and veteran status by our Board members, the graphs disclose the diversity of the Board.
Women	Racially Diverse

Name and Primary Qualifications	Age	Director Since	Principal Occupation and Other Current Public Company Directorships	Citi Committees
Name and Primary Qualifications	Age	Director Since		A	CPC	E	NGP	RM	T
Ellen M. Costello	69	2016	Former President and CEO, BMO Financial Corporation, and Former U.S. Country Head, BMO Financial Group	●				●
Grace E. Dailey	63	2019	Former Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner, Office of the Comptroller of the Currency	●				●
Barbara J. Desoer	71	2019	Chair, Citibank, N.A. Board: DaVita Inc.			●		●	●
John C. Dugan	68	2017	Chair, Citigroup Inc.	●		●	●	●
Jane N. Fraser	56	2020	Chief Executive Officer, Citigroup Inc.
Duncan P. Hennes	67	2013	Co-Founder and Partner, Atrevida Partners, LLC Board: RenaissanceRe Holdings Ltd.	●	●	●		●
Peter B. Henry	54	2015	Class of 1984 Senior Fellow, Hoover Institution, and Senior Fellow, Freeman Spogli Institute for International Studies, Stanford University Boards: Nike, Inc. and Analog Devices, Inc.		●		●
S. Leslie Ireland	64	2017	Former Assistant Secretary for Intelligence and Analysis, U.S. Department of the Treasury, and National Intelligence Manager for Threat Finance, Office of the Director of National Intelligence						●
Renée J. James	59	2016	Founder, Chair and CEO, Ampere Computing Board: Oracle Corporation	●	●	●			●
Gary M. Reiner	69	2013	Operating Partner, General Atlantic LLC Board: Hewlett Packard Enterprise Company		●		●		●
Diana L. Taylor	69	2009	Former Superintendent of Banks, State of New York Board: Brookfield Corporation		●	●	●
James S. Turley	68	2013	Former Chairman and CEO, Ernst & Young Boards: Emerson Electric Co., Northrop Grumman Corporation, and Precigen, Inc.	●		●		●
Casper W. von Koskull	63	2023	Former President and Group Chief Executive Officer, Nordea Bank Abp		●		●	●

	Compensation			Human Capital Management
	Corporate Governance			International Business or Economics
	Environmental and Sustainability			Legal, Regulatory and Compliance
	Financial Reporting			Risk Management
	Financial Services			Technology, Cybersecurity and Data Management

●	committee member
●	committee chair
A	Audit
CPC	Compensation, Performance Management and Culture
E	Executive
NGP	Nomination, Governance and Public Affairs
RM	Risk Management
T	Technology

Board of Directors		Senior Management & Committees

Members of Citi’s Board have expertise on key environmental and social matters, including regulatory trends, community investment, diversity, equity and inclusion and talent management, and climate change. For more information on the qualifications of our Board members, please refer to the Election of Directors section on pages 46–67.		● Chief Sustainability Officer ● Chief Diversity, Equity and Inclusion Officer and Global Head of Talent ● Head of Environmental and Social Risk Management ● Head of Climate Risk ● Head of Community Investing and Development ● Executive Management Team ● ESG Council ● Reputation Risk Committee ● Climate and Sustainability Council ● Climate Risk Steering Group ● ESG Disclosure Committee

Nomination, Governance and Public Affairs Committee	Risk Management Committee

Receives reports from management on Citi’s activities pertaining to environmental sustainability, climate change, human rights and other environmental and social issues as well as Citi’s strategy for engagement with external stakeholders	Reviews Citi’s risk appetite framework, including reputation risk appetite, and reviews key risk policies, including those focused on environmental, social and climate risk
Compensation, Performance Management and Culture Committee	Audit Committee
Oversees incentive compensation structure for senior management, management’s efforts to foster and support Citi’s desired culture and promote ethical decision-making within the organization, and promotion of diversity and inclusion in the workplace in Citi’s hiring, retention and staff development practices	Reviews and discusses management’s evaluation of disclosure controls and procedures for Citi’s ESG metrics and related disclosures, and periodically reviews management’s plans and progress in enhancing the design and operating effectiveness of such internal controls and procedures

Segment or component⁽¹⁾(in thousands)	North America	International⁽²⁾	Total⁽³⁾	Women⁽⁴⁾		Men⁽⁴⁾
Services	4	20	24	52.4	%	47.6	%
Markets	3	7	10	38.9		61.1
Banking	3	6	9	43.2		56.8
U.S. Personal Banking (USPB)	21	—	21	65.3		34.7
Wealth	6	8	14	49.9		50.1
All Other, including Legacy Franchises, Operations and Technology, and Global Staff Functions	54	107	161	47.8		52.2
Total	91	148	239	49.4	%	50.6	%

Good Governance	● Citi committed in 2021 to conduct a racial equity audit of its Action for Racial Equity commitments. In December 2022, Citi released the results of the audit, which assessed the design and implementation for Citi’s Action for Racial Equity; ● Citi’s Board is committed to diversity–currently 54% of its members are women and 8% are racially diverse; ● Citi has appointed the first female CEO of a major U.S. financial institution; ● Citi has an Independent Chair; the By-Laws provide that if Citi does not have an Independent Chair of the Board, the Board is required to elect a lead independent Director; ● 92% of Citi’s Board members are independent; ● In 2019, Citi was the first U.S. company to disclose our unadjusted or “raw” pay gap for women and U.S. minorities, which measures median total compensation unadjusted for factors such as job function, level, and geography; and ● Citi appointed a Chief Sustainability Officer in September 2019.
Stockholder Rights	● Citi’s By-Laws provide that stockholders holding at least 15% of the outstanding common stock have the right to call a special meeting; ● No super-majority vote provisions in our Restated Certificate of Incorporation; ● Annual election of all Directors; ● Majority vote standard for uncontested Director elections; ● Proxy Access By-Law; and ● Stockholders may act by written consent.
Executive and Director Compensation	● Strong executive compensation governance practices, including clawback policies and a requirement that executive officers must hold a substantial amount of vested Citi common stock for at least one year after they cease being executive officers; ● Stock ownership commitment for the Board and executive officers; and ● Members of Citi’s Board of Directors and Citi’s executive officers (i.e., Section 16 Insiders) are not permitted to hedge their Citi securities or pledge their Citi securities as collateral for a loan. For more information, please see Citi’s Hedging Policies on pages 40–41.
Political Activity	● Political Engagement Report 2023 (formerly Citi’s Political Activities Statement) includes significant disclosure about our lobbying practices and oversight. The Political Engagement Report provides meaningful disclosure about our lobbying policies and procedures; ● Nomination, Governance and Public Affairs Committee has responsibility for overseeing management with respect to Citi’s trade association payments, for political contributions and lobbying activities; and ● Transparency on practices around political contributions and trade and business associations through: Ø a link on our website to federal, state, and international government websites where our lobbying activities are reported; Ø requiring trade and business associations that make independent expenditures, to which Citi pays dues, to attest that no portion of such payments from Citi is used for such activities; and Ø listing on Citi’s website the names of our significant trade and business associations in which membership dues total $100,000 or more, and the associations’ allocated portion of the dues attributable to lobbying during the calendar year.

	●	During any 12-month period within the last three years, neither a Director nor any Immediate Family Member of a Director shall have received more than $120,000 in direct compensation from Citi, other than amounts paid (a) pursuant to Citi’s Amended and Restated Compensation Plan for Non-Employee Directors, (b) pursuant to a pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) or (c) to an Immediate Family Member of a Director who is a non-executive employee of Citi or one of its subsidiaries.
	●	In addition, no member of the Audit Committee may accept a direct or indirect consulting, advisory or other compensatory fee from Citi or one of its subsidiaries, other than (a) fees for service as a member of the Board of Directors of Citi or one of its subsidiaries (including committees thereof) or (b) receipt of fixed amounts of compensation under a Citi retirement plan, including deferred compensation, for prior service with Citi, provided that such compensation is not contingent in any way on continued service.

	●	All business relationships, lending relationships, deposit and other banking relationships between the Company and a Director’s primary business affiliation or the primary business affiliation of an immediate family member of a Director must be made in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons.
	●	In addition, the aggregate amount of payments for property or services in any of the last three fiscal years by the Company to, and to the Company from, any company of which a Director is an executive officer or employee or where an immediate family member of a Director is an executive officer, must not exceed the greater of $1 million or 2% of such other company’s consolidated gross revenues in any single fiscal year.
	●	Loans may be made or maintained by the Company to a Director’s primary business affiliation or the primary business affiliation of an immediate family member of a Director, only if the loan (i) is made in the ordinary course of business of the Company or one of its subsidiaries, is of a type that is generally made available to other customers, and is on market terms, or terms that are no more favorable than those offered to other customers; (ii) complies with applicable law, including the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley), Regulation O of the FRB, and the Federal Deposit Insurance Corporation (FDIC) Guidelines; (iii) when made does not involve more than the normal risk of collectability or present other unfavorable features; and (iv) is not classified by the Company as Substandard (II) or worse, as defined by the Office of the Comptroller of the Currency in its “Rating Credit Risk” Comptroller’s Handbook.

	(i)	be or have been an employee of the Company within the last three years;
	(ii)	be part of, or within the past three years have been part of, an interlocking directorate in which a current executive officer of the Company serves or has served on the compensation committee of a company that concurrently employs or employed the Director as an executive officer; or
	(iii)	be or have been affiliated with or employed by (a) Citi’s present or former primary outside auditor or (b) any other outside auditor of Citi and personally worked on Citi’s audit, in each case within the three-year period following the auditing relationship.

	(i)	is an executive officer of the Company or has been within the last three years;
	(ii)	is, or within the past three years has been, part of an interlocking directorate in which a current executive officer of the Company serves or has served on the compensation committee of a company that concurrently employs or employed such immediate family member as an executive officer; or
	(iii)	(a) is a current partner of Citi’s primary outside auditor, or a current employee of Citi’s primary outside auditor and personally works on Citi’s audit, or (b) was within the last three years (but is no longer) a partner or employee of Citi’s primary auditor and personally worked on Citi’s audit within that time.


	Board of Directors ● receives regular risk updates from the Chief Risk Officer at each regularly scheduled Board meeting ● provides oversight through its committees of credit risk, market risk, liquidity risk, strategic risk, operational risk, compliance risk, and reputation risk matters ● periodically receives reports from outside advisors with respect to potential risks that could impact the Company

	Board Committees: Audit Committee ● provides oversight of Citi’s financial and sustainability reporting and internal control risks, including significant operational or compliance control breaks Compensation, Performance Management and Culture Committee ● provides oversight of incentive compensation plans and risk related to compensation Nomination, Governance and Public Affairs Committee ● provides oversight of reputational risk issues, sustainability, and legal and regulatory compliance risks as they relate to corporate governance matters Risk Management Committee ● reviews and considers for approval Citi’s Enterprise Risk Management Framework pertaining to credit risk, market risk, liquidity risk, strategic risk, operational risk, compliance risk, and reputation risk ● reviews and approves key risk policies on the establishment of risk limits and reviews risk management programs for Citi and its subsidiaries ● provides oversight of Citi’s risk profile ● provides oversight of, among others, matters related to Citi’s Comprehensive Capital Analysis and Review (CCAR) practices, Resolution and Recovery		Technology Committee ● provides oversight of technology-based risk management, including significant technology risk exposures, such as risks related to information security and Generative AI, fraud, data protection, business continuity, and cybersecurity Transformation Oversight Committee* ● provides oversight of the actions of Citi’s management to develop and execute a transformation of Citi’s risk and control environment required pursuant to the FRB Consent Order

	Chief Risk Officer ● delivers risk report at regularly scheduled Board meetings ● responsible for oversight, review and challenge of risk management activities globally ● responsible for independently identifying, measuring, monitoring, controlling, reporting and escalating risks ● reports to the Chief Executive Officer and Risk Management Committee ● reports to the Compensation, Performance Management and Culture Committee semi-annually regarding the risk attributes of Citi’s Incentive Compensation Programs

	●	the terms of such transaction;
	●	the related person’s interest in the transaction;
	●	the purpose and timing of the transaction;
	●	whether Citi is a party to the transaction, and if not, the nature of Citi’s participation in the transaction;
	●	if the transaction involves the sale of an asset, a description of the asset, including date acquired and cost basis;
	●	information concerning potential counterparties in the transaction;
	●	the approximate dollar value of the transaction and the approximate dollar value of the related person’s interest in the transaction;
	●	a description of any provisions or limitations imposed as a result of entering into the proposed transaction;
	●	whether the proposed transaction includes any potential reputational risk issues that may arise as a result of, or in connection with, the proposed transaction; and
	●	any other relevant information regarding the transaction.

	●	overseeing efforts to enhance and communicate Citi’s principles relating to ethics and responsible conduct, and its expectations of employee behavior, including their expression in Citi’s tone from the top and Citi’s Mission and Value Proposition, evaluating management’s progress, and providing feedback on these efforts;
	●	overseeing management’s efforts to support Citi’s desired culture and ethical decision-making in the organization, evaluating management’s progress and providing feedback on these efforts; and
	●	reviewing Citi’s Code of Conduct and Code of Ethics for Financial Professionals.

	●	Communications and awareness efforts concerning our Mission and Value Proposition, including Citi-wide videos from senior management articulating our core principles and providing examples of these principles in action.
	●	Embedding the Leadership Principles into key aspects of our employee life cycle, such as hiring and performance reviews.
	●	Training of employees on key culture-related themes, including our Code of Conduct, ethical decision-making, and the importance of leadership.

Name	Common Stock Beneficially Owned Excluding Options⁽¹⁾	Options exercisable within 60 days	Owned by or Tenant- in-Common with Family Member, Trust, Mutual Fund or 401(K)⁽²⁾	Total Beneficial Ownership⁽³⁾	Receipt Deferred⁽⁴⁾	Total Ownership⁽⁵⁾
Ellen M. Costello	61,973	—	600	62,573	2,922	65,496
Grace E. Dailey	11,259	—	—	11,259	2,922	14,182
Barbara J. Desoer	96,574	—	—	96,574	2,922	99,497
John C. Dugan	37,597	—	—	37,597	2,922	40,519
Jane N. Fraser	214,517	—	—	214,517	329,640	544,157
Duncan P. Hennes	32,265	—	—	32,265	2,922	35,187
Peter B. Henry	40,838	—	—	40,838	2,922	43,761
S. Leslie Ireland	17,266	—	—	17,266	2,922	20,189
Renée J. James	24,326	—	—	24,326	2,922	27,249
Mark A. L. Mason	87,536	—	328	87,864	165,100	252,964
Andrew Morton	22,928	—	—	22,928	402,076	425,004
Gary M. Reiner	37,841	—	—	37,841	2,922	40,764
Anand Selvakesari	101,570	—	—	101,570	144,497	246,067
Andrew Sieg	798	—	—	798	298,495	299,293
Diana L. Taylor	51,494	—	—	51,494	2,922	54,417
James S. Turley	33,390	—	—	33,390	2,922	36,312
Casper W. von Koskull	6,415	—	—	6,415	2,922	9,338
Total (30 Directors and Executive Officers as a group)	1,536,537	—	16,103	1,552,640	2,989,048	4,541,688

(2)	Stock held as a tenant-in-common with a family member or trust, owned by a family member, held by a trust for which the Director or executive officer is a trustee but not a beneficiary, or held by a mutual fund which invests substantially all of its assets in Citi common stock.
(3)	At March 4, 2024, no Director or executive officer beneficially owned more than 1% of Citi’s outstanding common stock. At March 4, 2024, all of the Directors and executive officers as a group beneficially owned approximately 0.08% of Citi’s common stock.
(4)	Amounts represent Directors’ deferred common stock. Directors receive an award of common stock in January of each year as compensation for their services during such year. In the event a Director retires or resigns from the Board in the year for which an award is granted before attaining age 72, a pro rata portion of the award is forfeited, based on the number of full or partial calendar quarters served. The common stock subject to an award becomes distributable approximately on the first anniversary of the date of grant.
(5)	Total Ownership reflects the amount represented in the Section 16 filings of the relevant Director or Executive Officer.

Name and Address of Beneficial Owner	Beneficial Ownership	Percent of Class
BlackRock, Inc.^(a) 50 Hudson Yards, New York, NY 10001	165,855,757	8.7%
The Vanguard Group, Inc.^(b) 100 Vanguard Blvd., Malvern, PA 19355	166,504,200	8.7%

(a)	Based on the Schedule 13G/A filed with the SEC on January 25, 2024 by BlackRock, Inc. and certain subsidiaries, BlackRock reported that it had sole voting power over 149,966,824 shares and had sole dispositive power over 165,855,757 shares.
(b)	Based on the Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, Inc. and certain subsidiaries, Vanguard reported that it had sole voting power over 0 shares; sole dispositive power over 157,970,724 shares; shared voting power over 2,459,505 shares; and shared dispositive power over 8,533,476 shares.

	Citi’s Compensation, Performance Management and Culture Committee is responsible for determining the compensation of the CEO and approving the compensation of other executive officers of the Company and the Executive Management Team. In order to properly carry out its responsibilities with respect to compensation, Citi’s Board must include members who have experience evaluating the structure of compensation for senior executives. They must understand the various forms of compensation that can be utilized, the purpose of each type and how various elements of compensation can be used to motivate and reward executives and drive performance, while not encouraging imprudent risk-taking or simply having short-term goals.

	Citi aspires to the highest standards of corporate governance and ethical conduct: doing what we say, reporting results with accuracy and transparency, and maintaining compliance with the laws, rules, and regulations that govern the Company’s businesses. The Board is responsible for shaping corporate governance policies and practices, including adopting the corporate governance guidelines applicable to the Company and monitoring the Company’s compliance with governance policies and the guidelines. To carry out these responsibilities, the Board must include experienced leaders in the area of corporate governance who must be familiar with governance issues, the constituencies most interested in those issues, and the impact that governance policies have on the functioning of a company.

	Environmental and Sustainability matters are critical business issues, with ties to both risk and opportunity. Citi has been engaged in sustainability for over 20 years and views the environment, sustainability and transparency as important aspects of stockholder and broader stakeholder value. Citi communicates its sustainability and environmental efforts to stockholders, clients and other stakeholders, including its achievements in the areas of environmental sustainability, climate change, net zero, community investment and development, and human rights. Environmental and social issues have the potential to impede corporate plans and long-term performance, which is why it is necessary to have a sustainability-competent Board. Citi’s Board must include members with experience in the areas of climate change and finance, community development, corporate social responsibility and other issues to help Citi navigate these complex and quickly evolving issues and to assist management in evaluating Citi’s policies and programs.

	Citi’s internal controls over financial reporting are designed to ensure that Citi’s financial reporting and its financial statements are prepared in accordance with generally accepted accounting principles. While the Board and its committees are not responsible for preparing our financial statements, they have oversight responsibility, including the selection of outside independent auditors, subject to stockholder ratification, and lead audit engagement partner. The Board must include members with direct or supervisory experience in the preparation of financial statements, as well as finance, audit, and accounting expertise.

	Citi is a global leader providing financial services through the following business lines: (1) Services, which includes both Treasury & Trade Solutions and Securities Services; (2) Banking, which includes Investment Banking and Corporate Lending; (3) Markets; (4) U.S. Personal Banking; (5) Wealth; and (6) Legacy Franchises. Citi looks to its Board members with extensive financial services experience to assist it in evaluating its business model and strategies for reaching and servicing its clients.

	As of December 31, 2023, Citi employs approximately 239,000 people in over 90 countries. Human capital management is a critical capability for Citi’s Board given the strategic importance of maintaining a skilled, motivated workforce. Citi’s Board must include Directors who understand key issues related to human capital including training, diversity, employee benefits, compensation programs, career trajectories, and U.S. and global labor issues. Having Directors with the appropriate expertise to review our succession strategy and leadership pipeline for key roles while taking into account Citi’s long-term corporate strategy is paramount to managing Citi’s resources–its employees. Citi seeks out Board members who have had experience overseeing and managing executive teams and a sizeable worldwide workforce, with an emphasis on development of human resources.

	As a company with a broad international reach, Citi’s Board values the perspectives of Directors with international business or governmental experience or expertise in global economics. Citi’s presence in markets outside the United States is an important competitive advantage for Citi, because it allows us to serve U.S. and foreign businesses and individual clients whose activities span the globe. Directors with international business experience can use the experience that they have developed through their own business dealings to assist Citi’s Board and management in understanding and successfully navigating the business, political, and regulatory environments in countries in which Citi does or seeks to do business. Directors with global economics expertise can help guide Citi management in understanding the challenges faced by other markets and in developing its global strategy.

	Citi and its subsidiaries are regulated and supervised by numerous regulatory agencies, both domestically and internationally, including in the U.S. the FRB, the OCC, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, and state banking and insurance departments, as well as international financial services authorities. Having Directors with experience interacting with regulators or operating businesses subject to extensive regulation is important to furthering Citi’s continued compliance with its many regulatory requirements and fostering productive relationships with its regulators. Given the critical importance of ethics, conduct and culture, Citi’s Board must include members with experience overseeing ethics and compliance and building an effective, values-based ethics and compliance program. In addition to the regulatory supervision described above, Citi is subject to myriad laws and regulations and is party to legal actions and regulatory proceedings from time to time. Citi’s Board has an important oversight function with respect to compliance with applicable requirements, which includes monitoring the progress of legal proceedings and evaluating major settlements.

	Risk management is a critical function of a complex global financial services company and its proper supervision requires Board members with sophisticated risk management skills and experience. Directors provide oversight of the Company’s risk management framework, including the significant policies, procedures, and practices used in managing credit, market (trading and non-trading), liquidity, strategic, operational, compliance, reputation and certain other risks, and review recommendations by management regarding risk mitigation. Citi’s Board must include members with risk expertise to assist Citi in its efforts to properly identify, measure, monitor, report, analyze, and control or mitigate risk.

	Citi has a long history as a technology innovator–Citibank, N.A. was one of the first banks to offer automatic teller machines for its customers during the 1970s. As Citi deploys new technology and platform innovations to gather, process, analyze, and provide information to execute transactions and meet the needs of its clients and customers, Citi must ensure that its operations are efficient and there is a continuous focus on enhancing productivity to meet its operational and strategic goals, while mitigating technology risks through efforts to improve cybersecurity, data privacy, and data management efforts. The Board must include members who have knowledge and experience in technology, including such technology-centric issues as cybersecurity, Generative AI, data privacy and data management. Members of the Board must be qualified to provide oversight of the development and maintenance of Citi’s technology platforms; Citi’s compliance with regulatory requirements; Citi’s operational efficiency and productivity strategies; the operations and reliability of Citi’s systems; and the protection of client and customer data.

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	Former President and Chief Executive Officer, BMO Financial Corporation, and Former U.S. Country Head, BMO Financial Group ● President and CEO, BMO Financial Corporation and U.S. Country Head, BMO Financial Group – 2011 to 2013 ● Group Head, Personal and Commercial Banking, U.S. and President and Chief Executive Officer, BMO Harris Bank N.A., BMO Financial Group – 2006 to 2011 ● Vice Chairman and Head, Securitization and Credit Investment Management, Merchant Banking and Head of N.Y. Office, Capital Markets Group, BMO Financial Group – 2000 to 2006 ● Executive Vice President, Strategic Initiatives, Capital Markets Group, BMO Financial Group – 2000 ● Executive Vice President and Head, Global Treasury Group, BMO Financial Group – 1997 to 1999 ● Senior Vice President and Deputy Treasurer, Global Treasury Group, BMO Financial Group – 1995 to 1997 ● Managing Director and Regional Treasurer, Asia Pacific, Global Treasury Group, BMO Financial Group – 1993 to 1994 ● Managing Director and Head, North American Financial Product Sales, Global Treasury Group, BMO Financial Group – 1991 to 1993 Skills and Qualifications Ms. Costello is an accomplished financial services executive and through her prominent roles in the areas of Financial Services, Risk Management, Financial Reporting, Operations and Technology, and Regulatory and Compliance has been nominated to serve on the Board. Because Citi is an international financial services company, having former banking executives with extensive banking experience, like Ms. Costello, as Board members enables the Board to provide knowledgeable oversight to its business and regulatory activities. In her 30 years at BMO Financial Group, a global financial institution, Ms. Costello acquired extensive experience in personal and commercial banking, wealth management, and capital markets businesses in Canada, Asia, and the U.S. In her roles in Global Treasury and Global Capital Markets, she gained experience in corporate, institutional, and investment banking, securities, trading, and asset management. As CEO of BMO Harris Bank N.A., Ms. Costello gained experience in personal and commercial banking, strategic planning, marketing, regulatory compliance, financial reporting, and personnel matters. Additionally, as CEO of BMO Financial Corporation and U.S. Country Head of BMO Financial Group, she gained further experience in regulatory compliance, including capital and resolution planning, risk management, and governance. Her prior board service at DH Corporation and Diebold Nixdorf provide her with experience in global operations and financial technologies businesses. Ms. Costello’s extensive financial services background also adds significant value to Citi’s and Citibank’s relationships with various regulators and stakeholders.
Ellen M. Costello Age: 69
Director of Citigroup since 2016 Other Public Company Directorships: None Previous Directorships within the last five years: Diebold Nixdorf, Inc. Other Activities: The Economic Club of Chicago (Member)
	Primary Qualifications
		Financial Reporting
		Financial Services
		Legal, Regulatory and Compliance
		Risk Management

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	Former Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner, Office of the Comptroller of the Currency ● Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner, Office of the Comptroller of the Currency – 2016 to 2019 ● Assistant Deputy Comptroller, Office of the Comptroller of the Currency – 2015 to 2016 ● Examiner-in-Charge – U.S. Bank, Office of the Comptroller of the Currency – 2010 to 2015 ● Deputy Comptroller – Large Bank Supervision, Office of the Comptroller of the Currency – 2001 to 2010 ● Examiner-in-Charge – Citibank, Office of the Comptroller of the Currency – 1997 to 2001 ● Various Roles, Office of the Comptroller of the Currency – 1983 to 1997 Skills and Qualifications Ms. Dailey is an experienced former banking regulator and has been nominated to serve on the Board because of her extensive skills and knowledge in the areas of Financial Services, Financial Reporting, Regulatory and Compliance, and Risk Management. Ms. Dailey’s service as the former Senior Deputy Comptroller for Bank Supervision Policy and as the former Chief National Bank Examiner enables her to bring deep experience in risk management, banking, and financial regulation. In addition, her extensive financial services background adds significant value to Citi’s Board. Her 36 years of experience as a banking regulator gives her a unique understanding of our industry and insight into key issues facing financial institutions. Ms. Dailey’s extensive risk management, regulatory, compliance, and government affairs experience well qualify her to serve on Citi’s Board.
Grace E. Dailey Age: 63
Director of Citigroup since 2019 Director of Citibank, N.A. since 2020 Other Public Company Directorships: None Previous Directorships within the last five years: None Other Activities: None
	Primary Qualifications
		Financial Reporting
		Financial Services
		Legal, Regulatory and Compliance
		Risk Management

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	Chair Citibank, N.A. ● Chair, Citibank, N.A. – April 2019 to Present ● Chief Executive Officer, Citibank, N.A. – April 2014 to April 2019 ● Chief Operating Officer, Citibank, N.A. – October 2013 to April 2014 ● President, Bank of America Home Loans, Bank of America – 2008 to 2012 ● Global Technology & Operations Executive, Bank of America – 2004 to 2008 Skills and Qualifications Ms. Desoer has been nominated to serve on the Board because of her significant insight into the financial services industry, including client services, and extensive expertise in financial management, risk management and the management of regulatory issues at large financial institutions. She has over 40 years of large bank experience, as the CEO of Citibank, N.A. for five years and a 35-year career at Bank of America, serving in such roles as the President of Bank of America Home Loans and as a Global Technology & Operations Executive. Ms. Desoer’s knowledge of and experience in the financial services industry qualifies her to serve on Citi’s Board. Her primary qualifications are in the following areas: Financial Services, through her roles at Citibank, N.A. and Bank of America; Technology experience while serving as a Global Technology & Operations Executive at Bank of America where she enabled growth and innovation through technology; Regulatory and Compliance through her service as the CEO of Citibank, N.A. and previously as the head of Citi’s Anti-Money Laundering Program; and Risk Management through her oversight of Citi’s Comprehensive Capital Analysis and Review Process and serving on the Risk Management Committee. Ms. Desoer is a significant asset to Citi’s Board because of her expertise in financial regulation, leadership in the operations of a large global financial institution, technology and management.
Barbara J. Desoer Age: 71
Director of Citigroup since 2019 Director of Citibank, N.A. since 2014 Other Public Company Directorships: DaVita Inc. Previous Directorships within the last five years: None Other Activities: InStride (Advisory Board Member)
	Primary Qualifications
		Financial Services
		Legal, Regulatory and Compliance
		Risk Management
		Technology, Cybersecurity and Data Management

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	Chair Citigroup Inc. ● Chair, Citigroup Inc. – January 2019 to Present ● Director, Citigroup Inc. – October 2017 to Present ● Partner and Chair, Financial Institutions Group, Covington & Burling LLP – 2011 to 2017 ● Comptroller of the Currency – 2005 to 2010 ● Partner (1995 to 2005) and Of Counsel (1993 to 1995), Covington & Burling LLP ● Assistant Secretary for Domestic Finance and Deputy Assistant Secretary for Financial Institutions Policy, U.S. Department of the Treasury – 1989 to 1993 ● Minority General Counsel and Counsel for the U.S. Senate Committee on Banking, Housing, and Urban Affairs – 1985 to 1989 Skills and Qualifications Mr. Dugan is an experienced former banking regulator and former law firm partner and has been nominated to serve on the Board because of his extensive skills and knowledge in the areas of Risk Management, Compensation, Financial Services, Corporate Governance, and Legal, Regulatory and Compliance. Because Citi operates in a highly regulated industry, having Board members like Mr. Dugan, with valuable expertise and perspective in regulatory, legal, and compliance matters, is vital to enhancing the Board’s oversight of the Company. During his tenure as Comptroller of the Currency, Mr. Dugan led the agency through the financial crisis and the ensuing recession that resulted in numerous regulatory, supervisory, and legislative actions for national banks. As a former partner at Covington & Burling LLP, Mr. Dugan advised financial institution clients, including boards of directors, on a range of issues arising from increased regulatory requirements resulting from the financial crisis, including the implementation of the Dodd-Frank Act. In the international arena, Mr. Dugan developed important expertise and insights from serving on the Basel Committee on Banking Supervision as it formulated the “Basel III” regulatory standards; chairing the Joint Forum of banking, securities, and insurance supervisors; performing an active role at the Financial Stability Board; and serving as a member of the Global Advisory Board of Mitsubishi UFJ Financial Group, Inc. Mr. Dugan also developed valuable perspective on accounting issues from his five years of service as Trustee of the Financial Accounting Foundation, which oversees the Financial Accounting Standards Board and the Government Accounting Standards Board.
John C. Dugan Age: 68
Director of Citigroup since 2017 Other Public Company Directorships: None Previous Directorships within the last five years: None Other Activities: University of Michigan, “Michigan in Washington” program (Advisory Board)
	Primary Qualifications
		Corporate Governance
		Financial Services
		Legal, Regulatory and Compliance
		Risk Management

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	Chief Executive Officer Citigroup Inc. ● Chief Executive Officer, Citigroup Inc. – February 26, 2021 to Present ● President of Citi – October 2019 to February 2021 ● Chief Executive Officer, Global Consumer Banking – 2019 to 2020 ● Chief Executive Officer, Citi Latin America – 2015 to 2019 ● CEO, U.S. Consumer and Commercial Banking and CitiMortgage – 2013 to 2015 ● Global Head of Citi Private Bank – 2009 to 2013 ● Global Head of Strategy and Mergers & Acquisitions – 2007 to 2009 Skills and Qualifications Ms. Fraser is an experienced financial services executive and finance professional, and has been nominated to serve on the Board because of her extensive experience and expertise in the areas of Financial Services, Human Capital Management, Regulatory and Compliance, and International Business. Ms. Fraser has gained leadership experience as the President of Citi, extensive consumer business experience as the CEO of Citi’s Global Consumer Banking business, and as the CEO of Citi’s U.S. Consumer and Commercial Banking and Mortgage businesses. She also has experience in global and institutional business operations as the CEO of Citi Latin America, and strategic planning experience as the Global Head of Strategy and Mergers & Acquisitions. With extensive knowledge and experience of Citi’s business segments as well as experience leading from the top of the house, Ms. Fraser is uniquely qualified to serve on the Board. In her previous role as President and in her current role as CEO of Citigroup Inc. she has gained extensive experience with Citi’s governance, regulatory interaction, human capital management, sustainability initiatives, and values and culture. She also brings significant risk management, regulatory, and international experience to our Board. The Board believes that Ms. Fraser, with her financial background, leadership and operational skills, and expertise in regulatory matters and banking, is a valuable resource for the Board. Primary Qualifications
Jane N. Fraser Age: 56
Director of Citigroup since 2020 Director of Citibank, N.A. since 2020 Other Public Company Directorships: None Previous Directorships within the last five years: None Other Activities: Council on Foreign Relations (Board Member), Harvard Business School (Board of Dean’s Advisors), and Stanford Advisory Board (Member)
		Financial Services
		Human Capital Management
		International Business or Economics
		Legal, Regulatory and Compliance

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	Co-Founder and Partner Atrevida Partners, LLC ● Co-Founder and Partner, Atrevida Partners, LLC – June 2007 to Present ● Co-Founder and Partner, Promontory Financial Group – 2000 to 2006 ● Chief Executive Officer, Soros Fund Management – 1999 to 2000 ● Executive Vice President/Treasurer, Bankers Trust Corporation – 1987 to 1999 ● Audit Manager, Arthur Andersen & Co. – 1979 to 1987 Skills and Qualifications Mr. Hennes is an experienced financial services professional and has been nominated to serve on the Board because of his considerable expertise in the areas of Compensation, Financial Services, Risk Management, Financial Reporting, and Regulatory and Compliance. Because Citi is an international financial services company with a need to ensure proper risk management, having an executive, like Mr. Hennes, with extensive institutional and risk management experience, enables the Board to provide knowledgeable oversight of its business and its risk management function. In his role as the Co-Founder of Atrevida Partners, LLC, a private asset management firm, and his prior experience at Promontory Financial Group and Bankers Trust Corporation, Mr. Hennes has developed wide-ranging skills and experience in financial services, regulatory compliance, corporate and investment banking, and securities and trading. While at Bankers Trust Corporation, Mr. Hennes was Chairman of Oversight Partners I, the consortium of 14 firms that participated in the equity recapitalization of Long-Term Capital Management. As the Chairman of Oversight Partners I, Mr. Hennes gained experience in credit and risk management, and personnel matters. In his capacity as CEO of Soros Fund Management, Mr. Hennes gained experience in investing, operational infrastructure, and trading, including arbitrage activities. Mr. Hennes’s experience as a Certified Public Accountant has also given him audit, financial reporting, and risk management expertise. Primary Qualifications
Duncan P. Hennes Age: 67
Director of Citigroup since 2013 Director of Citibank, N.A. since 2013 Other Public Company Directorships: RenaissanceRe Holdings Ltd. Previous Directorships within the last five years: None Other Activities: None
		Compensation
		Financial Services
		Legal, Regulatory and Compliance
		Risk Management